AMENDED AND RESTATED BYLAWS OF THE
ARMENIAN BAR ASSOCIATION
A California Nonprofit Public Benefit Corporation
(as amended through June 10, 2017)
TABLE OF CONTENTS
Section 2.01: Corporate Status
Section 2.02: Corporate Offices
Section 2.03: Corporate Purposes.
Section 2.04: Limitations on Activities
Section 3.01: Qualifications
Section 3.02: Rights of Members
Section 3.03: Membership Classes
Section 3.04: Dues
Section 3.05: Annual Sponsors
Section 3.06: Honorary Members
Section 3.07: Members in Good Standing
Section 3.09: Termination of Membership
Section 3.10: Procedure for Suspension or Expulsion
Section 3.11: Transfer of Membership
Section 4.01: Place of Meetings
Section 4.02: Annual National Meeting
Section 4.03: Special Meetings
Section 4.04: Quorum; Majority Vote
Section 4.05: Notice
Section 4.06: Agenda
Section 4.07: Voting
Section 5.01: Charge
Section 5.02: Powers
Section 5.03: Duties of Governors; Liability
Section 5.04: Board Size
Section 5.05: Meetings
Section 5.06: Quorum; Majority Vote
Section 5.07: Election
Section 5.08: Vacancies
Section 5.09: Removal of Suspension
Section 5.10: Directors Emeritus
Section 6.01: Titles and Selection
Section 6.02: Duties and Powers
Section 7.01: Executive Committee
Section 7.02: Standing Committees
Section 7.03: Other Committees
Section 7.04: Authority
Section 10.01: Right of Indemnity
Section 10.02: Approval of Indemnity
Section 10.03: Insurance
Section 1.01. The name of this Association is the Armenian Bar Association (hereinafter referred to as the Association).
Section 2.01: Corporate Status. The Association was incorporated on November 20, 1989 as a California nonprofit public benefit corporation.
Section 2.02: Corporate Offices. The principal office for the transaction of the activities and affairs of the Association is located at Los Angeles, California. The Board of Governors may change the principal office from one location to another. The Board of Governors may at any time establish branch or subordinate offices at any place or places where the Association is qualified to conduct its activities.
Section 2.03: Corporate Purposes. The Association is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue code, including, without limitation, (1) providing free legal services to Armenian indigents and charitable causes; (2) conducting public forums, lectures, and debates at which matters of legal concern to the Armenian community are addressed on a local, national, and international level; (3) educating the Armenian community on its legal rights and obligations through the sponsorship of seminars, lectures, debates, and other programs; (3) promoting improvements in the administration of justice and advancements in jurisprudence; and (5) improving understanding, by means of education, among the legal profession and the public.
Section 2.04: Limitations on Activities. Consistent with its charitable and educational status, (1) the Association shall not participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office; (2) no part of the Association’s net earnings shall inure to the benefit of officers, governors, or other private persons, except that it is authorized and empowered to pay reasonable compensation for services rendered and otherwise make payments and distributions in furtherance of its charitable and educational purposes; and (3) the Association shall take only actions permitted an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code and pertinent Income Tax Regulations, as amended and as they may be amended.
Section 3.01: Qualifications. Any person (i) licensed and admitted to practice law and in good standing in any jurisdiction, (ii) who has earned a degree in law from a school of law, or (iii) is enrolled in or attending a school of law, may become a member of the Association upon approval of the Board of Governors. Any other person otherwise interested in participating in the Association may, upon the approval of the Board of Governors, become an auxiliary member of the Association without the right to vote or to hold office.
Section 3.02: Rights of Members. Members shall have the right to hold office and to vote, as set forth in these bylaws, upon any matter properly before the Association’s membership, including, without limitation, the election of governors, the disposition of all or substantially all of the Association’s assets, any merger and its principal terms and any amendment of those terms, and any election to dissolve the Association. In addition, the members shall have all rights afforded members under the California Nonprofit Public Benefit Corporation Law.
Section 3.03: Membership Classes. The Board of Governors may create different classes of membership with different rights and responsibilities.
Auxiliary Member (Republic of Armenia). Any person who, other than the payment of dues, is qualified to be a member of this Association and who is a resident of the Republic of Armenia, may become an Auxiliary Member (Republic of Armenia) upon payment of the amount of dues established by the Board of Governors for an Auxiliary Member (Republic of Armenia). An Auxiliary Member (Republic of Armenia) may participate in the Association, but without the right to vote or hold office.
Section 3.04: Dues. Each member must pay, within the time and on the conditions set by the Board of Governors, the dues, fees, and assessments in amounts to be fixed from time to time by the Board of Governors. The dues, fees, and assessments shall be equal for all members of each class, but the Board of Governors may, in its discretion, set different dues, fees, and assessments for each class. The Board of Governors also may assess reduced dues for law student members of the Association or for others otherwise unable to hold membership in the Association.
Section 3.05: Annual Sponsors. Any person may, upon approval of the Board of Governors, become an annual sponsor of the Association by paying a sum determined by the Board of Governors. If said person also qualifies to be a member of the Association, the sum paid for sponsorship shall be deemed to include the person’s membership dues.
Section 3.06: Honorary Members. Any person may become an honorary member of the Association if he or she is elected by a majority of the members voting at a duly convened membership meeting or by a majority of the Board of Governors. Honorary members shall not be required to pay dues nor shall they have voting privileges.
Section 3.07: Members in Good Standing. Those members who have paid the required dues, fees, and assessments in accordance with these bylaws and who are not suspended shall be members in good standing.
Section 3.08: Suspension. A member may be suspended based on the good-faith determination by the Board of Governors, or a committee or person authorized by the Board of Governors to make the determination, that the member has failed in a material and serious degree to observe the Association’s rules of conduct, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the Association. A person whose membership is suspended shall not be a member during the period of suspension.
Section 3.09: Termination of Membership. A membership shall terminate on occurrence of any of the following events:
(1) Resignation of the member, on reasonable notice to the Association;
(2) Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board of Governors;
(3) Failure of the member to pay dues, fees, or assessments as set by the Board of Governors within sixty (60) days after they become due and payable;
(4) Occurrence of any event that renders the member ineligible for membership, or failure to satisfy membership qualifications; or
(5) Expulsion of the member under these bylaws based on the good-faith determination by the Board of Governors, or a committee or person authorized by the Board of Governors to make the determination, that the member has failed in a material and serious degree to observe the rules of conduct of the Association, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the Association.
Termination of Auxiliary Member (Republic of Armenia). The Board of Governors may terminate the category of auxiliary membership known as Auxiliary Member (Republic of Armenia) upon majority vote of the Board of Governors, if the Board of Governors finds that category of auxiliary membership no longer to be in the best interests of the Association. Any rights or responsibilities of the category of auxiliary membership known as Auxiliary Member (Republic of Armenia) shall terminate immediately upon termination of that category of auxiliary membership.
Section 3.10: Procedure for Suspension or Expulsion. If grounds appear to exist for suspension or expulsion of a member under these bylaws, the procedure set forth below shall be followed:
(1) The member shall be given fifteen (15) days prior notice of the proposed suspension or expulsion and the reasons for the proposed suspension or expulsion. Notice shall be given by any method reasonably calculated to provide actual notice.
(2) The member shall be given the opportunity to be heard, either orally or in writing, at least five (5) days before the effective date of the proposed suspension or expulsion. The hearing shall be held, or the written statement considered, by the Board of Governors or by a committee or person authorized by the Board of Governors to determine whether the suspension or expulsion should take place.
(3) The Board of Governors, the committee, or the person shall decide whether or not the member should be suspended, expelled, or sanctioned in some other way. The decision of the Board of Governors, the committee, or the person shall be final.
(4) Any action challenging a suspension, expulsion, or termination of membership, including a claim alleging defective notice, must be commenced within one year after the date of suspension, expulsion, or termination.
Section 3.11: Transfer of Membership. No membership or right arising from membership shall be transferred. Unless otherwise provided in these bylaws, all membership rights cease upon the member’s death or dissolution, as the case may be.
Section 4.01: Place of Meetings. Meetings of the members shall be held at any place within or outside California designated by the Board of Governors or by the written consent of all members entitled to vote at the meeting, given before or after the meeting. In the absence of any description, members’ meetings shall be held at the Association’s principal office.
Section 4.02: Annual National Meeting. The Annual National Meeting of the Association shall be held annually at a time decided upon by the Board of Governors. The Annual National Meeting shall set the policy of the Association for the fiscal year, approve its annual budget, and nominate honorary members. At this meeting, governors shall be elected and any other proper business may be transacted, subject to these bylaws.
Section 4.03: Special Meetings. A special meeting of the members of the Association may be called by a majority vote of the Board of Governors. A majority of the Board of Governors may also call special regional meetings of members.
Section 4.04: Quorum; Majority Vote. Except as otherwise provided in this section, a quorum for the Annual National Meeting or for any special meeting shall consist of ten percent of the membership of the Association. If there be no quorum at the Annual National Meeting, then the Board of Governors shall, within sixty (60) days of the scheduled Annual National Meeting, call a special meeting of the membership of the Association. The members of the Association who are present at the subsequent special meeting called by the Board of Governors shall constitute a quorum. When a quorum has been established at a duly convened membership meeting, all actions shall be by vote of a majority of those present unless otherwise required by these bylaws or by law.
Section 4.05: Notice. A written forty-five (45) day notice shall be given all members prior to the Annual National Meeting. A written thirty (30) day notice shall be given all members prior to any special meeting of the membership of the Association.
Section 4.06: Agenda. Any member of the Association may present any matter to the membership at the Annual National Meeting for its consideration, except that (1) a member should inform the Board of Governors of the nature and length of his or her presentation at least thirty (30) days prior to the Annual National Meeting, and (2) any proposed amendment to these bylaws or the articles of incorporation of the Association shall be presented in writing to the Board of Governors at least thirty (30) days prior to the Annual National Meeting so that written notice thereof can be given to all members.
Section 4.07: Voting. Subject to the provisions of the California Nonprofit Public Benefit Corporation Law, members entitled to vote at any meeting of members must be members in good standing for at least thirty (30) days prior to any such meeting. Voting may be by voice or ballot, except that any election of governors must be by ballot if demanded by any member at the meeting before the voting begins. Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members.
BOARD OF GOVERNORS
Section 5.01: Charge. The Board of Governors (hereinafter referred to as the Board) shall be responsible to the Association for carrying out the purposes and objectives of the Association, controlling its business and assets, and implementing the decisions of the Annual National Meeting or any other duly convened meeting.
Section 5.02: Powers. Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the articles of incorporation or bylaws regarding actions that require approval of the members, the Association’s activities and affairs shall be managed, and all corporate power shall be exercised, by or under the discretion of the Board. The Board shall have the authority to establish guidelines and directives for the operation of the Association, including, without limitation, admission to and termination of membership, location of Association offices, date and location of meetings of the members, appointment and removal of officers and agents, hiring, supervision and removal of an executive director and other employees, appointment and removal of committee chairpersons, adoption and use of a corporate seal, and the right to borrow money and incur indebtedness on behalf of the Association and to cause to be executed and delivered for the Association’s purposes, in the corporate name, all evidences of debt and securities, and for any other purpose not inconsistent with these bylaws.
Section 5.03: Duties of Governors; Liability. Each governor shall perform the duties of a governor, including duties as a member of any committee of the Board upon which the governor may serve in good faith, in a manner the governor believes to be in the best interests of the Association and with the care, including reasonable inquiry, as an ordinarily prudent person in a like position would use in similar circumstances. In performing the duties of a governor, a governor shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, prepared and presented by (1) one or more officers or employees of the Association whom the governor believes to be reliable and competent in the matters presented, (2) counsel, independent accountants or other persons as to matters which the governor believes to be within these persons’ professional or expert competence, or (3) a committee of the Board upon which the governor does not serve, as to matters within its designated authority, which committee the governor believes in good faith to merit confidence. A person who performs the duties of a governor in accordance with this section shall have no liability based upon any alleged failure to discharge that person’s obligations as a governor.
Section 5.04: Board Size. There shall be no less than five (5) nor more than eighteen (18) governors, as the Annual National Meeting may determine from time to time, with one governor appointed annually for a one year term, by the Board from the National Armenian Law Students Association.
Section 5.05: Meetings. The meetings of the Board shall be held at any place within or outside California that has been designated by resolution of the Board or in the notice of the meeting or, if not designated, then at the principal office of the Association. Any meeting may be held by telephone conference or similar communication equipment, as long as the governors participating in the meeting can hear each other. All governors participating in the meeting by telephone shall be deemed to be present in person at the meeting. There shall be at least two (2) meetings annually of the Board. Immediately after each Annual National Meeting, the Board shall hold a meeting for purposes of organization, election of officers, and transaction of other business. Notice of this meeting is not required. Additional Board meeting may be called by the Chairman of the Board or by written petition of one-third of the governors at such times and places as the Chairman or petitioners, respectively, determine. All governors shall receive fifteen (15) days written notice of each such meeting.
Section 5.06: Quorum; Majority Vote. A majority of the total actual membership of the Board shall constitute a quorum. When a quorum is present at a duly called Board meeting, all actions shall be by vote of a majority of those present unless otherwise required by these bylaws or by law.
Section 5.07: Election. Commencing at the 1992 Annual Meeting of the Association, and except as provided in Section 5.04, Governors shall be elected for three (3) year terms and shall hold office until their successors are elected and qualified, provided however, that of the Governors elected at the 1992 Annual Meeting, one-third of the Governors shall serve for a one (1) year term, one-third of the Governors shall serve for a two (2) year term and one-third of the Governors shall serve for a three (3) year term. Commencing with the 1993 Annual Meeting, and except as provided in Section 5.04, all Governors shall be elected to three (3) year terms. To the extent that the Board size is not divisible by three, then the number of directors to be elected each year will be nearly as equal as possible. Except as provided in Section 5.04, they shall be elected as follows: The Board shall appoint a nominations committee to select qualified candidates for election to the Board at least ninety (90) days before the date of any election of governors. The nominating committee shall make its report at least sixty (60) days before the date of election, or at another time as the Board may set. The Board shall forward to each member, together with the notice of meeting required by these bylaws, a list of all candidates nominated by committee. At the Annual National Meeting or at any other meeting of members to elect governors, any member present at the meeting may place names in nomination. The Board shall formulate procedures that allow a reasonable opportunity for a nominee to communicate to members the nominee’s qualifications and the reasons for the nominee’s candidacy, a reasonable opportunity for the nominee to solicit votes, and a reasonable opportunity for all members to choose among the nominees. Governors may be reelected to fill one or more additional terms. The retiring chairman of the Board shall serve as ex-officio member of the Executive Committee until his or her successor completes his or her term of office.
Section 5.08: Vacancies. In case of a vacancy, the Board shall have the authority to elect a governor to complete the unexpired term of office. Election of each such governor shall be by the affirmative vote of a majority of the Board’s total membership irrespective of quorum.
Section 5.09: Removal of Suspension. A governor may be removed or suspended, with or without cause, by the vote of a majority of the total membership of the Board irrespective of quorum.
Section 5.10: Directors Emeritus. By majority vote of the total Board, the Board may elect one or more Directors Emeritus. The persons so elected may be persons of stature within the legal community, such as judges and political figures, or persons who have provided long-standing service to the Association or have made extraordinary contribution consistent with the goals of the Association. The following provision shall apply to Directors Emeritus:
(1) Each Director Emeritus shall remain a Director Emeritus until his or her removal, resignation, death or incapacity.
(2) All Directors Emeritus shall be given notice of all meetings of the Board and shall be entitled to all information generally made available to Directors as well as participate in meetings of the Board. No Director Emeritus shall, nor is any Director Emeritus entitled to, vote on any matter. No Director Emeritus shall be deemed to be a fiduciary of the Association for any purpose and shall not assume any liability or obligation for any act or omission undertaken as a Director Emeritus.
(3) Any Director Emeritus may be removed as a Director Emeritus, with or without cause, by a majority vote of the total Board.
Section 6.01: Titles and Selection. Within ten (10) days after the Annual National Meeting, the newly elected Board shall meet and select from its members a Chairman, Vice Chairman, Secretary, Treasurer, and such other officers as the Annual National Meeting or the Board may from time to time authorize. Election of each such Officer shall be by the affirmative vote of a majority of the Board’s total membership irrespective of quorum. No person shall hold more than one office at the same time.
Section 6.02: Duties and Powers. Officers shall have such duties and powers as normally are associated with their titles, except as the Board otherwise may provide.
Section 7.01: Executive Committee. If an Executive Committee is needed to exercise some or all of the powers of the Board between Board meetings (except powers specifically reserved to the Board by law or delegated to the Board by these bylaws), the Board, by vote of a majority of its total membership irrespective of quorum, may appoint not less than three governors to constitute the Executive Committee and define its powers and responsibilities. In the absence of a limiting Board resolution, between Board meetings, the Executive Committee shall exercise all of the Board’s authority permitted by law.
Section 7.02: Standing Committees. The Board shall appoint the chairpersons of the Association’s standing committees, including, without limitation, the Nominations Committee, the Student Relations Committee, the Pro Bono Committee, the Continuing Legal Education Committee, the Armenian Rights Watch Committee, and the Association Newsletter Board. Any member of the Association may join any committee.
Section 7.03: Other Committees. The Board may from time to time establish one or more other committees, which shall have at least three members and serve at the Board’s pleasure. Except for committees authorized to act on behalf of the Board, committee members need not be governors.
Section 7.04: Authority. All committees are subject to the authority of the Board.
Section 7.05: Vacancies on Executive and Standing Committees. Should a vacancy occur on the Executive or a Standing Committee during the course of a year, the following procedures shall apply absent a specific resolution or election from the Board. In the event of a vacancy, the Board shall be promptly notified of the vacancy by a Committee member or the Executive Director.
Section 7.06: Executive Committee Vacancy. Should a position on the Executive Committee be vacated under this section, the remaining members of the Executive Committee shall select a nominee by majority vote to fill the vacancy as an Acting Executive Committee Member. The Executive shall promptly notify the Board of the nominee. The Board shall have 30 days to disapprove the nominee. If the Board does not disapprove the nominee within the 30 days, the nominee shall be automatically deemed approved and shall assume the role of Acting Executive Committee Member. The nominee for the Acting Executive Committee Member need not be selected from the Board; provided, however, that the resulting composition of the Executive Committee includes at least three governors as required by Section 7.01. In the event that the Executive Committee cannot agree on a nominee to fill the position as Acting Executive Committee Member, the Executive Committee shall submit to the Board a slate of nominees for filling the position of Acting Executive Committee Member. The Board shall, within 30 days of the submission, select an Acting Executive Committee Member by majority vote and inform the Executive Committee promptly. The Board’s selection need not be constrained to the list of nominees submitted by the Executive. In the event that there are two or more vacancies on the Executive Committee at the same time, the Board shall elect Acting Executive Committee Members for all such vacated positions within 30 days of being notified of the vacated positions.
Section 7.07: Term and Powers of Acting Executive Committee Member. An Acting Executive Committee Member shall be elected for the remainder of the vacated term. The Acting Executive Committee Member shall have all the powers and obligations of a full Executive Committee Member.
Section 7.08: Succession. In the event of the vacancy of the Chair position on the Executive Committee, the Vice Chair shall automatically succeed to the position of Chair and the election of the Acting Executive Committee Member shall be for filling the position of Vice Chair.
Section 7.09: Standing Committee Chairperson Vacancy. Should the position of Chairperson on a Standing Committee become vacated at any time, and if there are no Co-Chairs on the Committee, or if there are Co-Chairs, should the Co-Chairs so desire, the remaining members of the Standing Committee, if any, shall submit to the Executive Committee a slate of nominations for filling a position of Acting Standing Committee Chair. The Executive Committee shall, within 30 days of the submission, select by majority vote an Acting Standing Committee Chair and so inform the Standing Committee and Board promptly of the selection. The Executive Committee’s selection need not be constrained to the list of nominations submitted by the Standing Committee. In the event that there are no remaining members on the Standing Committee, the Executive Committee shall, upon receiving notice of the vacated position, elect an Acting Standing Committee Chair to fill the vacancy. In the event that the Executive Committee cannot agree on a member to fill the Acting Standing Committee Chair position, the Executive Committee shall so notify the Board which shall then elect a member to fill the position.
Section 7.10: Term and Powers of Acting Standing Committee Chair. An Acting Standing Committee Chair shall be elected for the remainder of the vacated term. The Acting Standing Committee Chair shall have all the powers and obligations of a full Standing Committee Chair.
Section 8.01. Robert’s Rules of Order shall govern the proceedings and order of business at all meetings of the Association.
Section 9.01. The bylaws of the Association may be amended or repealed, in whole or in part, by a two-thirds vote of those members present at the Annual National Meeting or a special meeting of the membership, provided that the requirements of Section 4.04 have been fully satisfied. In order to be considered by the Association membership, proposed amendments must be submitted in writing to the Board at least thirty (30) days prior to the Annual National Meeting or to any special meeting called for that purpose. The Board shall give all members written notice of the proposed amendments fifteen (15) days prior to the date on which they are to be discussed and voted upon.
Subject to the rights of members under this section and the limitations set forth below, the Board may adopt, amend, or repeal bylaws unless the action would materially adversely affect the members’ rights as to voting or transfer. The Board may not, without the approval of the members, specify or change any bylaw provision that would fix or change the authorized, minimum, or maximum number of governors. If any provision of these bylaws requires the vote of a larger proportion of the Board or of the members than is otherwise required by law, that provision may not be altered, amended, or repealed except by the vote of that greater proportion. No amendment, whether by the Board or by the members, may extend the term of a governor beyond that for which the governor was elected.
Section 10.01: Right of Indemnity. To the fullest extent permitted by law, this Association shall indemnify its governors, officers, employees, and other persons described in Section 5238(a) of the California Corporations Code, including persons formerly occupying any of the positions, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that section, and including an action by or in the right of the Association, by reason of the fact that the person is or was a person described in that section. “Expenses,” as used in this bylaw, shall have the same meaning as in Section 5238(a) of the California Corporations Code.
Section 10.02: Approval of Indemnity. On written request to the Board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations Code, the Board shall promptly determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of governors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of governors who are not parties to that proceeding, the Board shall promptly call a meeting of the members. At that meeting, the members shall determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the members present at the meeting shall authorize indemnification.
Section 10.03: Insurance. The Association shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, governors, employees, and other agents, against any liability asserted against or incurred by any officer, governor, employee, or agent in his or her official capacity or arising out of the officer’s, governor’s, employee’s, or agent’s official status.
Section 11.01. Upon the Association’s dissolution or termination, the Board, after paying or making provision for payment of all liabilities, shall dispose of the Association’s assets in such a manner, or to such organizations described in Section 501(c)(3) of the Internal Revenue Code as amended or as it may be amended, as the Board determines to be consistent with the Association’s purposes and with applicable provisions of the law.
RULES OF CONSTRUCTION
Section 12.01. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.
Section 13.01. Any ambiguity in these bylaws or any questions requiring interpretation of these bylaws shall be resolved by a majority vote of the Board.